Maximum Earnout in a Year Sample Clauses

Maximum Earnout in a Year. All provisions of Section 3 of this Agreement are subject to this Section 3.3(a)(i). If the Protexx Business acquired by Acquisition achieves the maximum performance levels set forth in greater detail below in Section 3.3(a)(ii) for the calendar year 2008, then Protexx shall have the opportunity to earn the total Earnout Amount of $9,000,000.00 for the calendar year 2008, in which event there will be no earnout for the calendar year of 2009. If the Protexx Business acquired by Acquisition does not achieve the maximum performance levels set forth in greater detail below in Section 3.3(a)(ii) for the calendar year 2008, then Protexx shall have the opportunity to earn the applicable portion of the Earnout Amount as set forth below in Section 3.3(a)(ii). If Protexx earns less than $4,500,000.00 of the Earnout Amount for the calendar year of 2008, then the maximum portion of the Earnout Amount that Protexx will have the opportunity to earn for the calendar year of 2009 shall be up to $4,500,000.00, as described in greater detail below in Section 3.3(a)(iii). If Protexx earns more than $4,500,000.00 of the Earnout Amount for the calendar year of 2008, then the maximum portion of the Earnout Amount that Protexx will have the opportunity to earn for the calendar year of 2009 shall equal to the difference between (i) $4,500,000.00 (the maximum portion of the Earnout Amount for 2009) minus (ii) the amount of earnout earned by Protexx for 2008 which exceeds $4,500,000. For purposes of clarity, Schedule 3.3 of this Agreement sets forth in greater detail examples and sample calculations on revenue recognition, expense allocations, EBITDA calculations, and other information related to the earnouts under this Agreement.
Sample 1
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Related to Maximum Earnout in a Year

  • Minimum Revenue Borrower and its Subsidiaries shall have annual Revenue from sales of the Product (for each respective calendar year, the “Minimum Required Revenue”):

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

  • Fiscal Year; Fiscal Quarter The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Maximum Consolidated Capital Expenditures Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3).

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Annual Percentage Rate Each Receivable has an APR of not more than 25.00%.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

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